HOTDEAL

CONFIDENTIAL INFORMATION HOTDEAL

1. PersonaI situation
You are Jean Cashflow, 58 years old and for more than eight years you have been
working as a managing partner at HotDeal. Your office is located in the 64
th
floor of
the Westland Finance Tower. From your desk you have a fantastic view over the city
of Westland and the Westland River Bay.
You were born on Westland Ìslands and studied economics at the famous Westvard
Business School (WBS). After two years at Westland Navy, you worked as an
analyst at the well-know investment bank West-Men Brothers, where you became a
respected expert for high-tech businesses. You are a dedicated sports fan and a
passionate sailor. You own a 30m class boat called HotShip ÌÌ and thanks to the
generosity of your sponsors (a luxury fashion label and a prominent private
investment bank) you can pursue your passion and regularly participate in sailing
regatta.
Your first deal at HotDeal was the buy-out of MagicAmpere (MA) five years ago. Last
year HotDeal brought it public (ÌPO) and raised C250m. Your company made lots of
money and you received a considerable bonus of 5%. Your second deal was the
buy-out of ElectronicaObjectiva (EO). The restructuring plans worked out well but the
unexpected strong competition from Eastland caused that ElectronicaObjectiva has
lost 3% of market share in the year (Appendix 1). Hence, the successful acquisition
of the TechnicTrix patent is of utmost importance for you. Unfortunately, you were
not able to close any of the last nine very promising deals you were working on
during the last 3 years. You lost them probably because your competitors were

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simply willing to pay more and still recent market rumors indicate that these
transactions are likely to yield reasonable returns.
But even worse, Victor Valueri, who is your strongest rival at HotDeal, closed a very
promising deal a month ago. He acquired HighVoltage (HV), also a family-owned
company for a very attractive EBÌT multiple of 12, including an agreement with the
works council for 25% layoffs and all compensation paid from the old owner. As a
result, you feel pressure to get this deal done.
You are strongly willing to succeed. You believe in yourself and your negotiation
instincts. This project has just received a code word: Piranha and you are about to
start the negotiation with TechnicTrix. There are three issues you will need to
explore with them and they may be discussed in any order:
1. acquisition of the patent itself
2. acquisition of the whole TechnicTrix (including the patent)
3. potential employee lay-offs after the acquisition

2. Acquisition of the Patent (Issue 1)
The easiest way to generate value for your portfolio in this negotiation would be to
acquire the patent. This patent is of strategic importance to ElectronicaObjectiva. Ìt
would strengthen its competitive position, help introduce new innovative product lines
and most importantly re-establish its reputation as a technology leader. You know
that experts estimate the value of the Patent at about C20m.
You are convinced that the patent would increase the value of ElectronicaObjectiva
by C35m. This valuation assumes that it is possible to acquire only the patent
(without the remaining TechnicTrix assets) and it is based on the eroding competitive
position of ElectronicaObjectiva. You know, that in the last two years the company's
value declined about C3m each year, because of stronger competition from Eastland
manufacturers and a hard price battle with TechnicTrix.
To stop the bleeding, ElectronicaObjectiva needs to be strengthened immediately by
a new technology. Assuming 5 years to develop a new technology, the value losses
of ElectronicaObjectiva could cumulate up to C15m. Assuming further C4m R&D

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expenses per year, the development itself would cost C20m. Considering both, the
value of the patent for HotDeal is maximum C35m (Appendix 2).
Therefore, paying more than C35m for the patent itself is not acceptable and would
put you under heavy criticism of your colleagues. Although you are prepared to pay
a significant premium compared to its current market value, you suspect that it will
not be easy to convince Mr. Cameranus to sell one of TechnicTrix' most valuable
assets. You know that this patent could drive the future growth of TechnicTrix' core
business ÷ digital cameras ÷ its oldest and most important market. This patent could
bring TechnicTrix far ahead of competition in the next decade.

3. Acquisition of TechnicTrix incIuding the patent (Issue 2)
An alternative way of acquiring the patent is to buy the whole TechnicTrix. Ìf you
decide to acquire TechnicTrix, it will be bought with all its assets including the patent.
You already know from the first meeting with Mr. Cameranus, that he wants to get
compensated for the investments he made in the development of this patent. So you
promised him to pay the fair value of C20m on top of the company price. Therefore
the patent price does not need to be negotiated separately in this case.
To arrive at an objective value of TechnicTrix you would normally use all standard
valuation methods. However, since you do not have the required data for a detailed
discounted cash flow valuation you have to base your valuation on the application of
multiples. Financial analysts at HotDeal have conducted a market research on the
valuations of publicly known deals. The most recent transactions had an EBÌT
multiple ranging from 6 to 10. Considering the high reputation of TechnicTrix in the
market, the excellent brand image and also the very valuable patent portfolio of
TechnicTrix, an EBIT muItipIe of 8 would be a reasonable price for the entire
company as it is today. Based on an assumed EBÌT of C5m, this would result in a
company price of C40m. Ìncluding the patent price of C20m, you are not willing to
pay much more than C60m for TechnicTrix. You would, however, consider going
beyond this point, if you could find an agreement with Mr. Cameranus concerning
potential layoffs.

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Mr. Cashflow knows very well, that after merging two companies within the same
business, considerable synergy effects could be realized. You estimate that these
synergy effects will increase the value of the merged company by C40m. However, if
you do not reach an agreement with Mr. Cameranus, you will have to sell
ElectronicaObjectiva under very unfavorable market conditions.

4. TechnicTrix and its headcount situation
You know that TechnicTrix, which is 100% equity-financed, has a cost problem which
results in a poor EBÌT margin far below its peer group. You estimate that personnel
costs cause this problem. Assuming an average wage of C40k and 2,000
employees, TechnicTrix spends about C80m annually for personnel.
Your assumptions are based on prior experience, which shows that family-owned
businesses on average operate with more employees than publicly quoted
companies. Therefore, you would be willing to pay above the actual EBÌT multiple
range in the case you could lay off some of the excess staff.
From the first meeting two years ago you recall Mr. Cameranus' strong concern for
his employees and that he would probably have a major difficulty accepting an
investor whose main goal is to make money by laying off personnel. Consequently,
you expect that to convince Mr. Cameranus about necessary layoffs would require
offering him a higher price which he could then partially use to secure the future for
the employees no longer needed at TechnicTrix.
During the last meeting of all Hot Deal partners, you asked his colleagues for a
mandate to represent HotDeal in the negotiation with TechnicTrix. As a result, you
were given the authority to offer up to 24 times the actuaI EBIT of C5m, of course
only in the case of significant layoffs. Any agreement above that limit of C120m
(meaning C140m including the patent fair value of C20m) will not be accepted by the
other partners.
There is a clear relationship between the valuation of TechnicTrix and your potential
payoff from this deal. The lower the valuation, the higher the potential return on
investment for HotDeal and therefore also your payoff. However, a higher valuation
would result in some favorable tax savings for HotDeal and would clearly reduce your

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personal bonus dramatically. Therefore the higher the valuation, the lower the return,
but with a slightly reduced impact.
You are aware that Victor Valueri is watching your every move. Even despite of him,
you are absolutely not willing to overpay for TechnicTrix. You want to achieve the
maximum bonus, because you need finance your next sailing regatta.

5. Layoffs when buying TechnicTrix incIuding the patent (Issue 3)
Since cost reduction is an important value driver you must also agree on the
percentage of employees that will lose their jobs after the acquisition. All other cost
reducing possibilities can be assumed to be incorporated in the respective multiple.
You know that the higher purchase price can only be offset by future cost savings,
i.e. the more you pay for the acquisition of TechnicTrix the more you need to save in
terms of personnel costs.
Your assistant Susi Spreadsheet has calculated the value-gain resulting from layoffs.
Susi provided you with the information, that for each 1.0% of layoffs (20 workers) the
annual expenses will fall by C200k, considering reduced wages on the one hand, but
increased sourcing, logistics and administration costs as well as losses in brand
image and quality on the other hand.
The cost savings of C200k result in C2.0m value-add for HotDeal. Therefore each
1.0% of layoffs (20 workers) could increase the company value of C2.0m.
Additionally, there are about 0.5% indirect cost savings related with layoffs, especially
reduced overhead cost for group-center functions such as Business Service
Ìnfrastructure, Human Resources or Facility Management. All calculations of Susi
Spreadsheet can be found in Appendix 3.
Your colleague Victor Valueri reminded you that regardless of the purchase price
laying off more than 10% of personnel (200 workers) will be absolutely necessary to
attract potential investors in the future. Ìn addition, any kind of employment
guarantee would significant reduce the attractiveness of TechnicTrix for any potential
investor and cannot be accepted in general. For instance, a five year job-guarantee
could reduce the company value of more than C20m. Therefore, your agreement

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with TechnicTrix must guarantee HotDeal the possibility to lay off at least 10% of
personneI (200 workers) without any other conditions or reservations.
The percentage of layoffs and your payoff are closely related. The higher the
percentage of excess personnel you can layoff, the higher the payoff you can obtain
from this transaction. Detailed scoring tables are attached (Appendix 4, 5, 6, 7).

6. Fab 1
Five years ago TechnicTrix opened a new plant (Fab 2) without closing the old one
located in the inner-district of Westland City (Fab 1). Your good sailing-friend, Rob
Builder, is an architect and real estate developer. He wants to transform the old
buildings near the Westland River into nice loft apartments and offices. Rob told you,
that two years ago he asked Mr. Cameranus to sell him the property. But Mr.
Cameranus declined because the plant was still running and he needed the
production capacity.
Ìn the meantime, you had contacted Rob and agreed on a purchase price of C10m for
the property. However, you assume high revitalization costs due to environmental
damages, which will account for about C7m. So the additional net gain for HotDeal
would be only C3m. According to a recent article published in Westland Times, there
are 700 TechnicTrix employees still working at the old plant. Ìf you could only lay all
of them off, you would sell the property to your sailing friend Rob Builder and
increase your gains by C3m.

6. Starting preparation
You looked out of the big glass front of your 64
th
floor office and saw some sailing
boats cruising in the Westland River Bay. You switched off your handy and
undisturbed by anyone started analyzing all important details before tomorrow's
meeting with Mr. Cameranus. While looking at the boats sailing towards the horizon,
you thought about reservation points, BATNA and ZOPA. This was your chance and
you knew you had to seize it.

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Your goaIs in this negotiation are:
1. A deal with TechnicTrix is your chance to remind the other partners that you
are an important person at HotDeal. Seize it!
2. Optimize the value of HotDeal's portfolio by either purchasing the patent
from TechnicTrix or acquiring the whole company including the patent.
3. Do not acquire the Patent itself for more than C35m, because
ElectronicaObjectiva can develop a similar technology at lower costs (C20m),
considering also the value-loss of your portfolio company (C15m)
4. Do not acquire TechnicTrix incIuding the Patent for more than C140m,
EBÌT multiple of 24 (C120m) and R&D compensation charge for the patent
(C20m), because this is your maximum negotiation mandate.
5. Ìf you purchase the whole company, make sure you agree with TechnicTrix
on both the purchase price (EBÌT multiple) and percentage of Iayoffs. Try
to minimize the price for the transaction. Don't forget you need your bonus
to prepare HotShip ÌÌ for the upcoming regatta.
6. Do not accept Iess than 10% Iayoffs (200 workers).
7. Ìf you agree to more than 10% layoffs, make sure that your benefit from cost
reduction will be higher than the increase in price.
8. Ìn case you get rid off all workers currently located in the old plant (Fab 1),
you can gain additional C3m in cash.
9. Your final result will be determined by the payoff(s) assigned to the outcome
agreed on with your negotiation partners. Ìt is based on three components:
value add of the patent if bought without the rest of TechnicTrix (1), value
add from purchasing TechnicTrix including the patent (2), value add from
layoffs including the value add from selling the old plant ÷ Fab 1 (3).
10. Mr. Cameranus is a very influential and well connected person in Westland.
Make sure you develop and sustain a good relationship with him.

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11. No other aspects of negotiation process and/or deal components will be
considered.